§47-9-20. Person erroneously believing himself limited
partner.
(a) Except as provided in subsection (b) of this section, a
person who makes a contribution to a business enterprise and
erroneously but in good faith believes that he has become a
limited partner in the enterprise is not a general partner in the
enterprise and is not bound by its obligations by reason of
making the contribution, receiving distributions from the
enterprise, or exercising any rights of a limited partner, if, on
ascertaining the mistake, he:

(1) Causes an appropriate certificate of limited partnership
or a certificate of amendment to be executed and filed; or

(2) Withdraws from future equity participation in the
enterprise by executing and filing in the office of the secretary
of state a certificate declaring withdrawal under this section.

(b) A person who makes a contribution of the kind described
in subsection (a) of this section, is liable as a general partner
to any third party who transacts business with the enterprise (i)
before the person withdraws and an appropriate certificate is
filed to show withdrawal, or (ii) before an appropriate
certificate is filed to show that he is not a general partner,
but in either case only if the third party actually believed in
good faith that the person was a general partner at the time of
the transaction.